Marguerite Woung-Chapman
About Marguerite Woung-Chapman
Independent director (Class II) of Summit Midstream Corporation; age 59; director since August 2024 (previously director of SMLP’s General Partner since May 2020). She chairs the Nominating, Governance and Sustainability Committee and serves on the Compensation Committee. Prior roles include senior legal, governance, and land administration leadership at Energy XXI Gulf Coast, EP Energy, and El Paso Corporation. Education: B.S. in Linguistics (Georgetown University) and J.D. (Georgetown University Law Center) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy XXI Gulf Coast, Inc. (NASDAQ) | Senior Vice President, General Counsel & Corporate Secretary | 2018 | Led public-company legal and governance functions |
| EP Energy Corporation (NYSE) | Senior Vice President, Land Administration; General Counsel & Corporate Secretary; other roles | 2012–2017 | Transitioned through IPO era; broad governance and land administration oversight |
| El Paso Corporation (incl. predecessors) | Corporate attorney; VP Legal Shared Services; Corporate Secretary & Chief Governance Officer | 1991–2012 | Enterprise governance leadership across legal and compliance |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Texas Pacific Land Corporation | Director | Audit; Nominating & Governance |
| Chord Energy | Director | Compensation; Chair, Nominating & Governance |
| Oasis Petroleum (prior) | Director (prior service) | — (prior board service noted) |
| Girl Scouts of San Jacinto Council (non-profit, prior) | Chair of the Board & President (prior) | — |
Board Governance
| Attribute | Detail |
|---|---|
| SMC Board Class/Term | Class II; term expires 2026 |
| Committees (SMC) | Chair, Nominating, Governance and Sustainability; Member, Compensation |
| Independence | Board determined independent; all Compensation and Nominating committee members are independent |
| Attendance | No director attended <75% of meetings; each member attended all quarterly Board and committee meetings during their service in 2024 |
| 2024 Meeting Counts | Board: 10; Audit: 5; Compensation: 3; Nominating/Governance/Sustainability: 5 |
| Lead Independent Director | James J. Cleary; independent sessions are led by Lead Director when Chair/CEO combined |
Fixed Compensation (Director)
| Component | Amount/Detail |
|---|---|
| Annual cash retainer (2024) | $100,000 (independent directors) |
| Committee chair fee | $15,000 (Nominating, Governance and Sustainability Committee Chair) |
| 2024 Cash fees earned (Woung-Chapman) | $115,000 |
Performance Compensation (Director)
| Grant Type | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Equity award (SMLP common units; director plan) | Jan 18, 2024 | 6,581 units; grant-date fair value $105,954 | Fully vested on grant date | Annual target grant-date value $110,000; per-unit VWAP basis ($16.7171 for sizing; $16.10 for accounting) |
The company’s director equity awards for 2024 were fully vested at grant; no director held outstanding SMC LTIP equity at 12/31/24 .
Other Directorships & Interlocks
- Current public boards: Texas Pacific Land (Audit; Nominating & Governance) and Chord Energy (Compensation; Chair Nominating & Governance) .
- Compensation Committee interlocks: None in 2024 among SMC Compensation Committee members (includes Woung-Chapman) .
- Related-party transactions: None since Jan 1, 2024, other than executive officer agreements (no director-related transactions disclosed) .
Expertise & Qualifications
- Core expertise: Corporate governance, sustainability/ESG oversight, regulatory/compliance, legal, and business administration in energy sector .
- Skills matrix areas present on SMC Board include legal/compliance, midstream/energy, finance/accounting, risk management, and ESG—aligned with her profile .
- Education: B.S. Linguistics and J.D., Georgetown University .
Equity Ownership
| Holder | Common Shares | % of Class | Notes |
|---|---|---|---|
| Marguerite Woung-Chapman | 33,271 | <1% | As of April 1, 2025 |
| Director stock ownership guideline | 3x annual cash retainer (non-employee directors) | — | Applies to directors |
| Compliance with guideline | Exceeds guideline | — | “As of Dec 31, 2024, each of the directors and executive officers subject to the equity holding guidelines exceeded the guideline” |
Policies influencing alignment and risk:
- Insider Trading Policy: pre-clearance required; quarterly trading blackout; avoidance of speculative trading (e.g., options) encouraged; 10b5-1 plans allowed with approval .
Governance Assessment
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Strengths
- Independent director; chairs the Nominating, Governance and Sustainability Committee; serves on the Compensation Committee; committee compositions are fully independent .
- Robust attendance record; Board and committees were active in 2024 (Board 10 mtgs; Comp 3; NGS 5); no attendance shortfalls disclosed .
- Meaningful ownership and confirmed compliance with stock ownership guidelines; director equity awards supplement alignment .
- No related-party transactions or compensation interlocks; Compensation Committee uses an independent consultant (Willis Towers Watson) at the executive level, indicating attention to pay governance .
-
Potential watch items
- Multiple public company board commitments (Texas Pacific Land; Chord Energy); while the Nominating Committee considers time commitments, ongoing monitoring of engagement/attendance remains prudent (attendance was fully satisfactory in 2024) .
- Director equity awards were fully vested at grant; standard for directors but lacks explicit performance linkage; offset by director ownership guideline and broader governance controls .
- Board includes Class B investor-designated directors with governance rights; as NGS Chair, Woung-Chapman’s role is central to Board composition and ESG disclosures amid this capital structure, a potential check-and-balance dynamic to monitor .
-
Policies/controls
- Clawback policy administration sits with the Compensation Committee (at the executive level), signaling a recovery mechanism for erroneous awards .
- Prohibitions on speculative trading and structured preclearance mitigate alignment risks .
RED FLAGS
- None disclosed regarding related-party transactions, low attendance, hedging/pledging, or committee interlocks in 2024 .